E Lighting Group Holdings Limited — AGM Information 2021

Jun 30, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in E Lighting Group Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or to the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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E Lighting Group Holdings Limited 壹 照 明 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability) Stock Code: 8222

PROPOSALS FOR GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, CLOSURE OF REGISTER OF MEMBERS AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of E Lighting Group Holdings Limited (the ‘‘Company’’) to be held at 11: 00 a.m. on Wednesday, 8 September 2021 at Training Theatre, Level 3, IT Street, Core F, Cyberport 3, 100 Cyberport Road, Hong Kong (the ‘‘AGM’’) is set out on pages 15 to 19 of this circular. A form of proxy for use at the AGM is enclosed with this circular.

Precautionary measures for the AGM: Please refer to page 1 of this circular for the measures to be taken at the AGM to prevent and control the spread of the COVID-19.

Whether or not you are able to attend the AGM, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM should you so wish. In such event, the form of proxy shall be deemed to be revoked.

This circular will remain on the ‘‘Latest Listed Company Information’’ page of the GEM website at www.hkgem.com for at least 7 days from the date of its posting and on the website of the Company at www.elighting.asia.

30 June 2021

CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

– i –

CONTENTS

Pages	Pages
Precautionary measures for the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Grant of Issue Mandate, Repurchase Mandate and
Extended Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I — Explanatory Statement on the Repurchase Mandate . . . . . . . . . . . . . . . .	9
Appendix II — Details of the Retiring Directors Proposed to be
Re-elected at the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

– ii –

PRECAUTIONARY MEASURES FOR THE AGM

The Company will implement the following precautionary measures at the AGM in order to ensure the safety of all attendees:

• (i) Compulsory body temperature checks will be conducted for every person attending the AGM at the entrance of the AGM Venue. Any person with a body temperature of over 37.3 degrees Celsius, or has any flu-like or other common COVID-19 symptoms will not be admitted to the AGM Venue;

• (ii) All attendees will be required to wear a surgical face mask at the AGM Venue at all the times, to maintain a safe distance from other attendees and no eating or drinking is allowed in the AGM Venue. Any person who does not wear a surgical face mask will not be permitted to enter the AGM Venue or be required to leave the AGM Venue;

• (iii) No entry to the AGM Venue is allowed for any attendee who is subject to quarantine order by the Government of the Hong Kong Special Administrative Region; and

• (iv) No refreshment or souvenirs will be served or distributed at the AGM.

To the extent permitted under law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of the attendees at the AGM.

In the interest of all stakeholders’ health and safety and consistent with recent COVID19 guidelines for prevention and control, the Company reminds all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. As an alternative, by using the form(s) of proxy with voting instruction inserted, Shareholders may appoint the Chairman of the AGM as their proxy to vote on the relevant resolutions at the AGM instead of attending the AGM in person.

The form of proxy is attached to this circular. Alternatively, the form of proxy can be downloaded from the Company’s website. If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

– 1 –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

• ‘‘AGM’’

• the annual general meeting of the Company to be held at 11: 00 a.m. on Wednesday, 8 September 2021 at Training Theatre, Level 3, IT Street, Core F, Cyberport 3, 100 Cyberport Road, Hong Kong to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 15 to 19 of this circular, or any adjournment thereof

• ‘‘Articles’’ the articles of association of the Company

• ‘‘Board’’ the board of Directors

• ‘‘Close Associates’’

• have the same meaning as ascribed in the GEM Listing Rules

• ‘‘Company’’ E Lighting Group Holdings Limited (壹照明集團控股有限公司), a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on GEM

• ‘‘Core Connected Persons’’

• have the same meaning as ascribed in the GEM Listing Rules

• ‘‘Director(s)’’

the director(s) of the Company

• ‘‘Extended Mandate’’

• a general mandate to add the aggregate number of Shares repurchased by the Company under the Repurchase Mandate to the Issue Mandate, subject to a maximum of 10% of the total number of Shares in issue as at the date of passing of the ordinary resolution granting such mandate

• ‘‘GEM’’ GEM operated by the Stock Exchange

• ‘‘GEM Listing Rules’’ the Rules Governing the Listing of Securities on GEM

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘HK$’’

• Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Issue Mandate’’ the general mandate proposed to be granted to the Directors at the AGM to exercise the power of the Company to allot, issue and deal with new Shares not exceeding 20% of the total number of Shares in issue as at the date of passing of the ordinary resolution granting such mandate

– 2 –

DEFINITIONS

• ‘‘Latest Practicable Date’’

• 25 June 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular prior to its publication

• ‘‘Nomination the nomination committee of the Board Committee’’

• ‘‘Repurchase Mandate’’ the general mandate proposed to be granted to the Directors at the AGM to exercise the power of the Company to repurchase Shares not exceeding 10% of the total number of Shares in issue as at the date of passing of the ordinary resolution granting such mandate

• ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• ‘‘Share(s)’’ the ordinary share(s) of the Company

• ‘‘Shareholder(s)’’ the holder(s) of the Share(s) ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Takeovers Code’’ The Codes on Takeovers and Mergers and Share Buy-backs

• ‘‘%’’ per cent

– 3 –

LETTER FROM THE BOARD

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E Lighting Group Holdings Limited 壹 照 明 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

Stock Code: 8222

Executive Directors:

Mr. Hue Kwok Chiu (Chairman)

Mr. Hui Kwok Keung Raymond (Chief Executive Officer) Mr. Hui Kwok Wing (Chief Creative Officer)

Independent Non-executive Directors:

Mr. Chung Wai Man Mr. Leung Wai Chuen

Registered Office: 4th Floor Harbour Place 103 South Church Street George Town P.O. Box 10240 Grand Cayman KY1-1002 Cayman Islands

Ms. Yeung Mo Sheung Ann

Head Office and Principal Place of Business: 10th Floor Tiffan Tower 199 Wanchai Road Wanchai Hong Kong

30 June 2021

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE NEW SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF DIRECTORS, CLOSURE OF REGISTER OF MEMBERS AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to: (i) provide you with information regarding certain resolutions to be put forward at the AGM including details of the proposed grant of Issue Mandate, the Repurchase Mandate and the Extended Mandate; (ii) set out an explanatory statement regarding the Repurchase Mandate; (iii) provide you with details of the proposed re-election of retiring Directors; and (iv) give you notice of the AGM.

– 4 –

LETTER FROM THE BOARD

PROPOSED GRANT OF ISSUE MANDATE, REPURCHASE MANDATE AND EXTENDED MANDATE

(a) Issue Mandate and Extended Mandate

At the AGM, ordinary resolutions will be proposed to grant to the Directors a general and unconditional mandate to exercise the powers of the Company (i) to allot, issue and deal with Shares not exceeding 20% of the total number of the Shares in issue as at the date of passing of the relevant resolution at the AGM (i.e. the Issue Mandate); and (ii) to add the total number of Shares repurchased by the Company under the Repurchase Mandate to the Issue Mandate, subject to a maximum of 10% of the total number of Shares in issue as at the date of passing of the relevant resolution at the AGM (i.e. the Extended Mandate). As at the Latest Practicable Date, a total of 451,035,713 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company from the Latest Practicable Date to the date of the AGM, the Company will be allowed under the Issue Mandate to issue a maximum of 90,207,142 Shares.

(b) Repurchase Mandate

An ordinary resolution will be proposed at the AGM to grant to the Directors a general and unconditional mandate to exercise all powers of the Company to repurchase Shares, on the Stock Exchange, or on any other stock exchange on which the Shares may be listed, not exceeding 10% of the total number of Shares in issue as at the date of passing of the relevant resolution at the AGM.

In accordance with the requirements of the GEM Listing Rules, an explanatory statement is set out in Appendix I to this circular containing all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate.

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

By virtue of article 84 of the Articles, the executive Director, Mr. Hui Kwok Wing and the independent non-executive Director, Ms. Yeung Mo Sheung Ann (‘‘Ms. Yeung’’), will retire and, being eligible, offer themselves for re-election at the AGM.

The re-appointment of above retiring Directors has been reviewed by the Nomination Committee which made recommendation to the Board that the re-election of Mr. Hui Kwok Wing as executive Director and Ms. Yeung as independent non-executive Director be proposed for Shareholders’ approval at the AGM.

– 5 –

LETTER FROM THE BOARD

Recommendation of the Nomination Committee

In considering and proposing the re-election of the above retiring Directors at the AGM, the Nomination Committee has considered the Board diversity from a range of diversity perspectives with reference to the Company’s business and corporate strategy, with following factors:

• (a) Reputation for integrity;

• (b) Accomplishment, skills and experience in the industry;

• (c) Commitment in respect of available time and relevant interest; and

• (d) Diversity in all its aspects, including but not limited to, gender, age, cultural and educational background, professional qualification, skills, knowledge and length of service.

All Board appointments are based on meritocracy, and candidates shall be considered against criteria including talents, skills and experience as may be necessary for the operation of the Board as a whole, with a view to maintaining a sound balance of the Board’s composition.

The Company has received from each of the independent non-executive Directors a confirmation of independence. Taking into account the factors set out in Rule 5.09 of the GEM Listing Rules, the Nomination Committee considers that all independent nonexecutive Directors continue to be independent.

In view of the diversified knowledge, skills and experience of each of Mr. Hui Kwok Wing and Ms. Yeung, the Nomination Committee believes that their expertise will enable each of Mr. Hui Kwok Wing and Ms. Yeung to fulfill their roles as an executive Director and independent non-executive Director, respectively, effectively and can provide useful and constructive opinion and make contribution to the Board regarding to the corporate governance matters and future development of the Company. Also, based on the background of each of Mr. Hui Kwok Wing and Ms. Yeung including but not limited to their gender, age, cultural and educational background, professional qualification, skills, knowledge and length of service, it is believed that each of Mr. Hui Kwok Wing and Ms. Yeung can contribute to diversity of the Board.

The Nomination Committee had also evaluated the performance of each of Mr. Hui Kwok Wing and Ms. Yeung for the year ended 31 March 2021 and found their performance satisfactory. Therefore, the Nomination Committee nominated Mr. Hui Kwok Wing and Ms. Yeung to the Board for it to propose to Shareholders for re-election at the AGM. Accordingly, with the recommendation of the Nomination Committee, the Board has proposed that Mr. Hui Kwok Wing and Ms. Yeung stand for re-election as executive Director and independent non-executive Director, respectively, at the AGM.

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LETTER FROM THE BOARD

Pursuant to Rule 17.46A of the GEM Listing Rules, a listed issuer shall disclose the details required under Rule 17.50(2) of the GEM Listing Rules of any director(s) proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders’ approval at that relevant general meeting. The requisite details of the above retiring Directors are set out in Appendix II to this circular.

AGM AND PROXY ARRANGEMENT

The notice of the AGM is set out on pages 15 to 19 of this circular. At the AGM, resolutions will be proposed to approve, inter alia, the granting of the Issue Mandate, the Repurchase Mandate, the Extended Mandate and the re-election of Directors.

Pursuant to the GEM Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll vote results will be made by the Company after the AGM in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.

A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the GEM website (www.hkgem.com) and the Company’s website (www.elighting.asia) respectively. Whether or not you are able to attend the AGM, please complete and sign the form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM or any adjournment thereof if you so wish and in such event, the proxy form shall be deemed to be revoked.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Wednesday, 1 September 2021 to Wednesday, 8 September 2021, both dates inclusive, during which period no transfer of Shares will be registered. In order to attend the AGM, all transfer of Shares, accompanied by the relevant share certificates and transfer forms, must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4: 30 p.m. on Tuesday, 31 August 2021.

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LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (i) the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive; and (ii) there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors consider that the granting of the Issue Mandate, the Repurchase Mandate, the Extended Mandate and the re-election of Directors are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

GENERAL INFORMATION

Your attention is drawn to the additional information set out in Appendix I (Explanatory Statement on the Repurchase Mandate) and Appendix II (Details of the retiring Directors proposed to be re-elected at the AGM) to this circular.

Yours faithfully, By order of the Board E Lighting Group Holdings Limited Hue Kwok Chiu Chairman

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

This Appendix serves as an explanatory statement, as required by the GEM Listing Rules, to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Repurchase Mandate.

1. ISSUED SHARES

As at the Latest Practicable Date, there were 451,035,713 Shares in issue.

Subject to the passing of the ordinary resolution set out in item 6 of the notice of the AGM in respect of the granting of the Repurchase Mandate and on the basis that the total number of Shares remains unchanged on the date of the AGM, the Directors would be authorized under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, a maximum of 45,103,571 Shares, representing approximately 10% of the total number of Shares in issue as at the date of the AGM.

2. REASONS FOR REPURCHASE OF SHARES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole.

Repurchases of Shares may, depending on market conditions and funding arrangements at the time, result in an enhancement of the net asset value per Share and/ or earnings per Share. The Directors are seeking the granting of the Repurchase Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Articles and the applicable laws of the Cayman Islands.

4. IMPACT OF REPURCHASES

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 March 2021) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period.

However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

– 9 –

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

5. TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase may be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or group of Shareholders acting in concert (within the meaning under the Takeovers Code), could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.

As at the Latest Practicable Date and insofar as the Directors are aware, the following Directors and substantial Shareholders have interests in the Company as follows:

			Approximate
			percentage of
		Approximate	shareholding
		percentage of	if Repurchase
	Number of	the total	Mandate is
	issued Shares	number of	exercised
Name of Shareholders	held	Shares in issue	in full
Mr. Hui Kwok Keung Raymond
(Note 1)	210,000,000	46.56%	51.73%
Time Prestige Ventures Limited	210,000,000	46.56%	51.73%
Mr. Hue Kwok Chiu	45,000,000	9.98%	11.09%
Ms. Ng Hiu Ying (Note 2)	45,000,000	9.98%	11.09%

Notes:

1. These Shares are held by Time Prestige Ventures Limited, a company wholly-owned by Mr. Hui Kwok Keung Raymond.

2. Ms. Ng Hiu Ying is the spouse of Mr. Hue Kwok Chiu. Under the SFO, Ms. Ng Hiu Ying is deemed to be interested in the same number of Shares in which Mr. Hue Kwok Chiu is interested.

On the basis that the total number of Shares in issue remain unchanged from the Latest Practicable Date to the date of the AGM, in the event that the Repurchase Mandate is exercised in full, the attributable shareholding of Mr. Hui Kwok Keung Raymond and Time Prestige Ventures Limited would be increased to approximately 51.73% of the total number of Shares in issue. Such increase would give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

– 10 –

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

However, the Directors have no present intention to exercise the Repurchase Mandate to the extent that will result in a requirement of any of the above Shareholder(s) or any other persons to make a mandatory offer in accordance with Rule 26 of the Takeovers Code or the number of Shares in the hands of the public would fall below the prescribed minimum percentage of 25%. The Directors will exercise the powers conferred by the Repurchase Mandate to repurchase Shares in circumstances, which they deem appropriate for the benefits of the Company and the Shareholders as a whole.

6. GENERAL

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective Close Associates, have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Repurchase Mandate in accordance with the GEM Listing Rules and the applicable laws of the Cayman Islands.

The Company has not been notified by any Core Connected Persons that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

7. REPURCHASES OF SHARES MADE BY THE COMPANY

No repurchases of Shares have been made by the Company in the six months preceding the date of this circular, whether on GEM or otherwise.

– 11 –

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

8. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which the Shares have traded on GEM during each of the previous twelve months up to the Latest Practicable Date were as follows:

Month	Highest	Lowest
	HK$	HK$
2020
June	0.070	0.035
July	0.057	0.042
August	0.098	0.046
September	0.090	0.050
October	0.058	0.050
November	0.055	0.042
December	0.049	0.040
2021
January	0.074	0.038
February	0.072	0.047
March	0.068	0.048
April	0.046	0.033
May	0.072	0.038
June (up to Latest Practicable Date)	0.086	0.059

– 12 –

APPENDIX II

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

Pursuant to the GEM Listing Rules, the details of the Directors who will retire at the AGM according to the Articles and will be proposed to be re-elected at the AGM are provided below.

EXECUTIVE DIRECTOR

Mr. Hui Kwok Wing, aged 59, was appointed as an executive Director on 19 June 2015. Mr. Hui Kwok Wing is the chief creative officer of the Group and the member of Electricity Ordinance compliance committee of the Company. Mr. Hui Kwok Wing is responsible for the business development of the Group. Mr. Hui Kwok Wing is the elder brother of Mr. Hui Kwok Keung Raymond and Mr. Hue Kwok Chiu, the executive Directors.

Mr. Hui Kwok Wing has over 28 years of experience in concept creation, product design, design management and retail business management and obtained Bachelor of arts degree in industrial design from the Hong Kong Polytechnic University in 1989.

Mr. Hui Kwok Wing has entered into a service agreement with the Company for a fixed term of two years commencing from 19 June 2021, which may be terminated by not less than three months’ written notice served by either party on the other, and is subject to termination provisions therein and provisions on retirement by rotation of Directors as set out in the Articles. Mr. Hui Kwok Wing is entitled to a remuneration of HK$504,000 per annum which was determined with reference to his duties and responsibilities with the Company.

As at the Latest Practicable Date, Mr. Hui Kwok Wing did not have any interests in Shares and underlying Shares within the meaning of Part XV of the SFO.

INDEPENDENT NON-EXECUTIVE DIRECTOR

Ms. Yeung, aged 56, was appointed as an independent non-executive Director on 11 September 2014. Ms. Yeung is also the chairman of Nomination Committee and the member of audit committee and remuneration committee of the Company. Ms. Yeung is responsible for providing independent judgement on the issue of strategy, performance, resources and standard of conduct of the Group.

Ms. Yeung obtained a Bachelor of arts degree in retail marketing with honours from the Manchester Metropolitan University in the United Kingdom in June 1994. She pursued her further study on legal course and obtained a Diploma in legal practice from the Manchester Metropolitan University in the United Kingdom in July 1998.

Ms. Yeung became a qualified solicitor of Hong Kong in December 2000.

Ms. Yeung has over 20 years of experience in legal field in private practice working with various law firms in Hong Kong. Ms. Yeung is currently an independent non-executive director of Success Universe Group Limited (stock code: 487), the shares of which are listed

– 13 –

APPENDIX II

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

on the Main Board of the Stock Exchange, and an independent non-executive director of Merdeka Financial Group Limited (formerly known as Merdeka Financial Services Group Limited) (stock code: 8163), the shares of which are listed on GEM of the Stock Exchange.

Ms. Yeung has entered into a service agreement with the Company for a fixed term of two years commencing from 11 September 2020, which may be terminated by not less than three months’ written notice served by either party on the other, and is subject to termination provisions therein and provisions on retirement by rotation of Directors as set out in the Articles. Ms. Yeung is entitled to a remuneration of HK$180,000 per annum which was determined with reference to her duties and responsibilities with the Company.

As at the Latest Practicable Date, Ms. Yeung did not have any interests in Shares and underlying Shares within the meaning of Part XV of the SFO.

Save as disclosed above, each of Mr. Hui Kwok Wing and Ms. Yeung (i) did not hold any other directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (ii) does not hold any other position in the Company or any of its subsidiaries; (iii) does not have any relationship with any other directors, senior management or substantial or controlling shareholders of the Company; and (iv) does not have any other major appointments or professional qualifications.

Save as disclosed above, there are no other matters concerning the re-elections of Mr. Hui Kwok Wing and Ms. Yeung that need to be brought to the attention of the Shareholders nor is there any information required to be disclosed pursuant to the requirements of Rule 17.50(2)(h) to (v) of the GEM Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

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E Lighting Group Holdings Limited 壹 照 明 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

Stock Code: 8222

NOTICE IS HEREBY GIVEN that the annual general meeting of E Lighting Group Holdings Limited (the ‘‘Company’’) will be held at 11: 00 a.m. on Wednesday, 8 September 2021, at Training Theatre, Level 3, IT Street, Core F, Cyberport 3, 100 Cyberport Road, Hong Kong (the ‘‘AGM’’) for the following purposes:

ORDINARY RESOLUTIONS

1. To receive and consider the audited consolidated financial statements and the reports of the directors and auditor of the Company for the year ended 31 March 2021;

2. (a) To re-elect Mr. Hui Kwok Wing as an executive director of the Company;

3. (b) To re-elect Ms. Yeung Mo Sheung Ann as an independent non-executive director of the Company;

4. To authorise the board of directors of the Company to fix the remuneration of the directors of the Company;

5. To re-appoint BDO Limited as auditor of the Company and to authorise the board of directors of the Company to fix its remuneration;

As special business, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

1. ‘‘THAT

2. (a) subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and otherwise deal with additional shares or securities convertible into shares, options, warrants or similar rights to subscribe for any shares, and to make or grant offers, agreements and options which might require the exercise of such power be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

• (c) the total number of shares of the Company allotted and issued or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of options under any share option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares of the Company or right to acquire shares of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment of shares of the Company in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of shares of the Company upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares of the Company, shall not exceed 20% of the total number of shares of the Company in issue on the date of the passing of this resolution and the said approval shall be limited accordingly;

• (d) for the purpose of this resolution, ‘‘Relevant Period’’ means the period from the date of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law of the Cayman Islands to be held; and

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution;

‘‘Rights Issue’’ means an offer of shares of the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the directors of the Company to holders of shares of the Company on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).’’

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NOTICE OF ANNUAL GENERAL MEETING

1. ‘‘THAT

2. (a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase shares of the Company on GEM of the Stock Exchange or any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for such purpose, subject to and in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange, the Companies Law, Cap. 22 (Law 3 of 1961 as consolidated and revised) of the Cayman Islands and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

3. (b) the total number of shares of the Company which may be repurchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of shares of the Company in issue as at the date of the passing of this resolution and the authority pursuant to paragraph (a) shall be limited accordingly;

4. (c) for the purposes of this resolution, ‘‘Relevant Period’’ means the period from the date of the passing of this resolution until whichever is the earliest of:

   • (i) the conclusion of the next annual general meeting of the Company;

   • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law of the Cayman Islands to be held; and

   • (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the directors of the Company by this resolution.’’

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NOTICE OF ANNUAL GENERAL MEETING

1. ‘‘THAT conditional upon resolutions nos. 5 and 6 above being passed, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and otherwise deal with shares of the Company pursuant to resolution no. 5 above be and hereby extended by the addition to the total number of shares of the Company which may be allotted by the directors of the Company pursuant to such general mandate of the total number of shares of the Company repurchased by the Company under the authority granted pursuant to resolution no. 6 above, provided that such number of shares shall not exceed 10% of the total number of shares of the Company in issue at the date of passing of this resolution.’’

Yours faithfully, By order of the Board E Lighting Group Holdings Limited Hue Kwok Chiu Chairman

Hong Kong, 30 June 2021

Registered Office: Head Office and Principal Place of 4th Floor business: Harbour Place 10th Floor 103 South Church Street Tiffan Tower George Town 199 Wanchai Road P.O. Box 10240 Wanchai Grand Cayman KY1-1002 Hong Kong Cayman Islands

Notes:

• (a) The register of members of the Company will be closed from Wednesday, 1 September 2021 to Wednesday, 8 September 2021, both dates inclusive, during which period no transfer of shares will be registered. In order to attend the AGM, all transfer of shares, accompanied by the relevant share certificates and transfer forms, must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4: 30 p.m. on Tuesday, 31 August 2021.

• (b) Any member of the Company entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him to attend and vote on his behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

• (c) To be valid, a form of proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy thereof, must be lodged at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM or any adjourned meeting (as the case may be).

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NOTICE OF ANNUAL GENERAL MEETING

• (d) Completion and return of the form of proxy shall not preclude members from attending and voting in person at the AGM or at any adjourned meeting (as the case may be) should they so wish, and in such case, the form of proxy previously submitted by such member(s) shall be deemed to be revoked.

• (e) Where there are joint registered holders of any share(s) of the Company, any one of such persons may vote at any meeting, either in person or by proxy, in respect of such share(s) as if he were solely entitled thereto; but if more than one of such joint holders are present at the meeting personally or by proxy, the vote of that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share(s) shall be accepted to the exclusion of the votes of the other joint holders.

• (f) An explanatory statement containing further details regarding resolution no. 6 above set out in Appendix I to the circular of the Company dated 30 June 2021 (the ‘‘Circular’’) of which this notice of AGM forms part.

• (g) Details of the retiring directors of the Company are set out in Appendix II to the Circular.

• (h) A form of proxy for use at the AGM is published on the GEM website (www.hkgem.com) and the Company’s website (www.elighting.asia).

• (i) If Typhoon Signal No. 8 or above, or a ‘‘black’’ rainstorm warning is in effect any time after 7: 00 a.m. on the date of the AGM, the AGM will be postponed. The Company will post an announcement on the GEM website (www.hkgem.com) and the Company’s website (www.elighting.asia) to notify shareholders of the Company of the date, time and place of the rescheduled meeting.

As at the date of this notice, the executive directors of the Company are Mr. Hue Kwok Chiu, Mr. Hui Kwok Keung Raymond and Mr. Hui Kwok Wing; the independent nonexecutive directors of the Company are Mr. Chung Wai Man, Mr. Leung Wai Chuen and Ms. Yeung Mo Sheung Ann.

This notice will remain on the ‘‘Latest Listed Company Information’’ page of the GEM website at www.hkgem.com for at least 7 days from the date of its posting and will also be published on the Company’s website at www.elighting.asia.

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